Dida Inc. — AGM Information 2017

Nov 6, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

This notice is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of COSCO SHIPPING Energy Transportation Co., Ltd..

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.* 中遠海運能源運輸股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1138)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting (the “ EGM ”) of COSCO Shipping Energy Transportation Co. Ltd. (the “ Company ”) will be held at 9:30 a.m. on 18 December 2017 (Monday) at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China to consider and, if thought fit, with or without modifications, pass the following resolutions. Reference is made to the Company’s announcement dated 31 October 2017 (the “ Announcement ”) and its overseas regulatory announcement dated 31 October 2017 containing details of the transactions referred to in the resolutions below. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the Announcement.

Special Resolutions

1. To consider and approve the resolution in relation to the proposed non-public issuance of not more than 806,406,572 A Shares by the Company to not more than 10 specific target subcribers, including COSCO Shipping, under the Proposed Non-public Issuance of A Shares, details of which are set out in the Announcement:

“ THAT :

each of the following items in respect of the Proposed Non-public Issuance of A Shares be and is hereby approved, confirmed and ratified, and be implemented conditional upon approvals and/or authorisations having been obtained from the relevant authorities:

• (i) class and par value of shares to be issued;

• (ii) method and time of issuance;

• (iii) target subscribers and method of subscription;

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• (iv) Price Determination Date, issue price and pricing principles;

• (v) number of A Shares to be issued;

• (vi) lock-up period;

• (vii) place of listing of the A Shares to be issued;

• (viii) amount of proceeds raised and use of proceeds; and

• (ix) arrangement for the accumulated profits prior to the Proposed Non-public Issuance; and

• (x) validity period of the resolution on the Proposed Non-public Issuance of A Shares.”

• To consider and approve the resolution in relation to the “Proposal in respect of the Proposed Non-public Issuance of A Shares”, details of which are set out in the overases regulatory announcement of the Company dated 31 October 2017.

• To consider and approve the resolution in relation to the “Feasibility Report on the Use of Proceeds from the Proposed Non-public Issuance of A Shares”, details of which are set out in the overseas regulatory announcement of the Company dated 31 October 2017.

• To consider and approve the resolution in relation to the Subscription Agreement dated 30 October 2017 entered into between the Company and COSCO Shipping, details of which are set out in the Announcement:

“ THAT :

• (a) the Subscription Agreement dated 30 October 2017 entered into between the Company and COSCO Shipping, pursuant to which COSCO Shipping has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue, such number of A Shares for an amount of not more than 4.2 billion under the Proposed Non-public Issuance of A Shares, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one Director be and is hereby authorised to do all acts and matters and sign such documents (including the affixation of the common seal of the Company thereon) and take all such steps as the Director in his/her opinion deem necessary, desirable or expendient to implement or give effect to the Subscription Agreement and the transactions contemplated thereunder.”

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1. To consider and approve the resolution in relation to the Subscription constituing a connected transaction under the relevant laws and regulations of the PRC.

2. To consider and approve the resolution in relation to the waiver of COSCO Shipping’s obgliation to make a mandatory general offer of the securities of the Company as a result of the Subscription.

3. To consider and approve the resolution in relation to the Specific Mandate, details of which are set out in the Announcement:

“ THAT :

• (a) the Board be and is hereby granted a specific mandate to issue not more than 806,406,572 A Shares at an issue price of not lower than the higher of (i) 90% of the Average Trading Price and (ii) the net asset value per share as set out at the latest audited consolidated financial statement of the Company to not more than 10 specific target subscribers, including COSCO Shipping, under the Proposed Non-public Issuance of A Shares (including the issue of such number of A Shares to COSCO Shipping pursuant to the Subscription Agreement); and

• (b) any one Director be and is hereby authorised to do all acts and matters and sign such documents (including the affixation of the common seal of the Company thereon) and take all such steps as the Director in his/her opinion deem necessary, desirable or expendient to implement or give effect to the Specific Mandate.”

• To consider and approve the resolution in relation to the authorisation to the Board and any person authorised by the Board to handle all matters in connection with the Proposed Non-public Issuance of A Shares, details of which are set out in the Announcement.

Ordinary Resolutions

1. To consider and approve the resolution in relation to the satisfaction by the Company of the critria for the Proposed Non-public Issuance of A Shares.

2. To consider and approve the resolution in relation to the exemption from reporting on the use of proceeds from the previous fund raising activity by the Company, details of which are set out in the overseas regulatory announcement of the Company dated 31 October 2017.

3. To consider and approve the resolution in relation to the Shareholders’ Return Plan, details of which are set out in the overseas regulatory announcement of the Company dated 31 October 2017.

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1. To consider and approve the resolution in relation to the remedial measures regarding dilution on current returns by the Proposed Non-public Issuance of A Shares, details of which are set out in the overseas regulatory announcement of the Company dated 31 October 2017;

2. To consider and approve the resolution in relation to the undertakings by the relevant persons with regards to the remedial measures regarding dilution on current returns by the Proposed Non-public Issuance of A Shares, details of which are set out in the overseas regulatory announcement of the Company dated 31 October 2017.

3. To consider and approve the resolution in relation to the Whitewash Waiver, details of which are set out in the Announcement:

“ THAT :

• (a) subject to the granting of the waiver by the Executive pursuant to Note 1 on dispensation from Rule 26 of the Takeovers Code in respect of the obligation of COSCO Shipping to make a mandatory general offer for all the issued Shares not already owned or agreed to be acquired by which may otherwise arise as a result of the Subscription, such waiver be and is hereby approved, confirmed and ratified; and

• (b) any one Director be and is hereby authorised to do all acts and matters and sign such documents (including the affixation of the common seal of the Company thereon) and take all such steps as the Director in his/her opinion deem necessary, desirable or expendient to carry out or to give effect to the Whitewash Waiver.”

By order of the Board COSCO Shipping Energy Transportation Co., Ltd Yao Qiaohong

Company Secretary

3 November 2017 Shanghai The People’s Republic of China

Notes:

(A) The H share register of the Company will be closed from 18 November 2017 (Saturday), to 18 December 2017 (Monday) (both days inclusive), during which no transfer of H shares will be effected. Any holders of H shares of the Company, whose names appear on the Company’s register of members on 18 December 2017 (Monday) are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H share registrar not later than 4:30 p.m. on 17 November 2017 (Friday).

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• (B) The address of the share registrar (for share transfer) for the Company’s H shares is as follows:

Hong Kong Registrars Limited Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

• (C) Holders of H shares, who intend to attend the EGM, must complete the reply slips for attending the EGM and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than 28 November 2017 (Tuesday).

Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

18th Floor, 118 Yuanshen Road Pudong New District, Shanghai the People’s Republic of China Postal Code: 200120 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160

• (D) Each holder of H shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his behalf at the EGM.

• (E) The instrument appointing a proxy must be in writing under the hand of the appointor or his proxy duly authorised in writing or, if the principal is a legal person, under seal or under the hand of the director or proxy duly authorised. Where such instrument is signed by a person authorised by the appointor, the power of attorney authorising signature or other authorisation documents shall be notarised.

• (F) For holders of H shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.

• (G) Each holder of A shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the EGM. Notes (D) to (E) also apply to holders of A shares, except that the proxy form or other documents of authority must be delivered to the Office of the Secretary to the Board of Directors, the address of which is set out in Note (C) above, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.

• (H) If a proxy attends the EGM on behalf of a shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a shareholder which shareholder is a legal person attends the EGM, such legal representative should produce his identity card and valid documents evidencing his capacity as such legal representative. If a shareholder which is a legal person appoints a company representative other than its legal representative to attend the EGM, such representative should produce his identity card and an authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

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• (I) The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

• (J) As at the date of this announcement, the board of directors of the Company comprises Mr. Huang Xiaowen, Mr. Liu Hanbo and Mr. Lu Junshan as executive directors, Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as non-executive directors, Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive directors.

• For identification purpose only.

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